MDS Extends Cash Tender Offer for All Outstanding Shares of Molecular Devices Corporation
14 Marzo 2007 - 2:00PM
PR Newswire (US)
TORONTO, March 14 /PRNewswire-FirstCall/ -- MDS Inc. (NYSE:MDZ;
TSX: MDS), a leading provider of products and services to the
global life sciences markets, announced today that the initial
expiration date for the cash tender offer for outstanding shares of
Molecular Devices Corporation by MDS's wholly-owned subsidiary
Monument Acquisition Corp., has been extended until 5:00 pm EDT on
March 19, 2007, unless further extended. The offer has been
extended because certain foreign regulatory conditions necessary to
complete the pending acquisition, which are in process, have not
yet been satisfied. The Hart Scott Rodino pre-merger waiting period
has been satisfied and MDS continues to expect the transaction to
close within the next several weeks. On January 29, 2007, MDS Inc.
announced that it had signed an agreement to acquire Molecular
Devices Corporation. On February 13, 2007, MDS initiated a
recommended cash tender offer for all outstanding common shares,
par value $0.001 of Molecular Devices at $35.50 per share, net to
the seller in cash, without interest. MDS also announced today that
approximately 14,450,615 shares of Molecular Devices had been
validly tendered and not validly withdrawn as of midnight EDT on
March 13, 2007, representing approximately 87% of currently issued
and outstanding shares, or 76% of the outstanding shares of
Molecular Devices determined on a fully diluted basis including any
unvested stock options that would vest by their terms (assuming
continued services) on or before June 30, 2007, but disregarding
any other unvested stock options and other unvested rights to
acquire shares. About MDS Inc. MDS Inc. (TSX: MDS; NYSE: MDZ) is a
global life sciences company that provides market-leading products
and services that our customers need for the development of drugs
and diagnosis and treatment of disease. We are a leading global
provider of pharmaceutical contract research, medical isotopes for
molecular imaging, radiotherapeutics, and analytical instruments.
MDS has more than 5,600 highly skilled people in 28 countries. Find
out more at http://www.mdsinc.com/ or by calling 1-888-MDS-7222, 24
hours a day. About Molecular Devices Corporation Molecular Devices
Corporation is a leading supplier of high-performance bioanalytical
measurement systems that accelerate and improve drug discovery and
other life sciences research. Our systems and consumables enable
pharmaceutical and biotechnology companies to leverage advances in
genomics, proteomics and parallel chemistry by facilitating the
high-throughput and cost-effective identification and evaluation of
drug candidates. Our solutions are based on our advanced core
technologies that integrate our expertise in engineering, molecular
and cell biology, and chemistry. We enable our customers to improve
research productivity and effectiveness, which ultimately
accelerates the complex process of discovering and developing new
drugs. Legal Statements This announcement is not an offer to
purchase Shares or a solicitation of an offer to sell Shares. The
Offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal. The Offer to Purchase dated February 13,
2007, as amended, the Letter of Transmittal and related materials
may be obtained free of charge by directing such requests to
MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016,
or by calling MacKenzie Partners, Inc. toll free at (800) 322-2885.
Investors and stockholders of Molecular Devices should read the
Tender Offer Statement on Schedule TO, as amended, the Offer to
Purchase and any other documents relating to the Offer that are
filed with the United States Securities and Exchange Commission
("SEC") because they contain important information about the tender
offer. Investors and stockholders of Molecular Devices may obtain
these and other documents filed by MDS, the Purchaser and Molecular
Devices for free from the SEC's web site at http://www.sec.gov/.
Disclaimers This press release contains forward-looking statements.
Some forward-looking statements may be identified by words like
"expects", "anticipates", "plans", "intends", "indicates" or
similar expressions. The statements are not a guarantee of future
performance and are inherently subject to risks and uncertainties,
including risks to both companies that the acquisition of Molecular
Devices will not be consummated as the transaction is subject to
certain closing conditions, if the transaction is consummated,
there will be risks and uncertainties related to MDS' ability to
successfully integrate the two companies. MDS' and Molecular
Devices' actual results could differ materially from those
currently anticipated due to these risks and a number of other
factors, including, but not limited to, successful integration of
structural changes, including restructuring plans, acquisitions,
technical or manufacturing or distribution issues, the competitive
environment for the respective products of MDS and Molecular
Devices, the development of new products, the degree of market
penetration of the respective products of MDS and Molecular
Devices, and other factors set forth in reports and other documents
filed by MDS and Molecular Devices with Canadian regulatory
authorities and the U.S. Securities and Exchange Commission from
time to time. Molecular Devices and MDS are under no obligation to
(and expressly disclaim any such obligation to) update or alter
their forward-looking statements whether as a result of new
information, future events or otherwise. DATASOURCE: MDS Inc.
CONTACT: Investors: Sharon Mathers, Vice-President, Investor
Relations and External Communications, MDS Inc., (416) 675-6777 x
34721, ; Media: Catherine Melville, Director, External
Communications, MDS Inc., (416) 675-6777 x 32265,
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